Priscilla Sims Brown
About Priscilla Sims Brown
President & CEO of Amalgamated Financial Corp. and director since June 2021; age 67 with 30+ years of financial services leadership across global banks, insurers, and fintech, including CMO roles at AXA Financial, Sun Life, and leadership at Commonwealth Bank of Australia and Lincoln Financial Group . Under her tenure, AMAL delivered 2024 GAAP net income of $106.4M ($3.44 diluted EPS) with a 50.62% efficiency ratio; core net income was $107.8M and core diluted EPS $3.48, while deposits grew 2.4% and loans 6.1% YoY; AMAL’s 3-year average TSR was 27.6% for the period ending 2024 . Board leadership remains separated (independent Chair, Lead Independent Director), with Brown deemed non-independent (as CEO) under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Commonwealth Bank of Australia | Group Executive, Marketing & Corporate Affairs | 2019–2021 | Rebuilt trust and brand; led marketing, stakeholder insights, public affairs, ESG policy . |
| Emerge.me | Chief Executive Officer | 2017–2019 | Led digital health insurance brokerage . |
| AXA Financial | Chief Marketing Officer; US Executive Committee member | N/A | Directed US marketing; led global digital initiatives . |
| AmeriHealth Caritas | Chief Marketing Officer | N/A | Developed new go-to-market strategy post-ACA . |
| Sun Life | CMO and Chief Strategist | N/A | Negotiated and managed Sun Life Stadium naming rights and major NFL events . |
| Lincoln Financial Group | Various leadership roles (incl. IR, corporate/strategic marketing; president of broker-dealer) | 18-year tenure | Integrated acquisitions; built first IM profit center; launched standalone mutual funds family . |
External Roles
| Organization | Role/Committees | Years | Notes |
|---|---|---|---|
| TIAA | Trustee; Investment; Nominating & Governance; Corporate Governance & Social Responsibility committees; Trustee/CEO selection subcommittees | Prior to AMAL | Extensive governance, investment oversight experience . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,040,000 (4% increase) | Effective March 1, 2024 . |
| Target Annual Incentive (%) | — | 80% of base (Target $832,000) | Set by Compensation Committee . |
| Perquisites (CEO) | — | Security/transportation; corporate housing; legal/financial planning | Committee to review in 2025 . |
Performance Compensation
Annual Incentive Plan (AIP) – Corporate Metrics (CEO)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Core Earnings ($M) | 40% | 96.1 | 104.0 | 108.0 | 101.8* | 72% |
| Adjusted Core Efficiency Ratio (%) | 20% | 52.0 | 50.8 | 50.2 | 50.3* | 178% |
| Growth of Non-Time Deposits (%) | 20% | 0.0 | 2.4 | 5.0 | 4.50 | 179% |
| Nonperforming Assets / Total Assets (%) | 20% | 0.45 | 0.32 | 0.28 | 0.31 | 107% |
| Overall Corporate Payout | — | 50% | 100% | 200% | — | 121% |
| *Non-GAAP reconciliations in Annex A of proxy . |
| Individual Performance Rating | FY24 Annual Incentive Earned ($) | FY24 Award as % of Target |
|---|---|---|
| 4.0 (Board assessment) | $1,000,000 | 120% |
Long-Term Incentive Plan (LTIP)
| 2024 Grant | Value Granted ($) | Mix | Vesting |
|---|---|---|---|
| TRSUs + PRSUs | $1,500,007 | 50% TRSUs; 50% PRSUs | TRSUs: 3 equal annual installments; PRSUs: cliff vest after 3 years, subject to TSR and Adjusted TBV performance . |
rTSR PRSU 2024 grant units (performance period Mar 1, 2024–Feb 28, 2027; cap at 100% if absolute TSR negative) :
| Units | Threshold | Target | Maximum |
|---|---|---|---|
| rTSR PRSUs | 8,443 | 16,885 | 25,328 |
Adjusted TBV PRSU 2024 grant units (performance measured annually and averaged, Jan 1, 2024–Dec 31, 2027) :
| Units | Threshold | Target | Maximum |
|---|---|---|---|
| Adjusted TBV PRSUs | 8,082 | 16,163 | 24,245 |
2022 PRSU results (earned in early 2025) :
| Performance Metric | Threshold | Target | Maximum | Actual | Earned Units (CEO) |
|---|---|---|---|---|---|
| rTSR vs 2022 peer group | 25th pct (50%) | 50th (100%) | 75th (150%) | >75th (150%) | 20,939 |
| Adjusted TBV growth | 7.18% (50%) | 10.25% (100%) | 13.33% (150%) | 14.27% (150%)* | 21,564 |
Special retention grants (April 1, 2024) :
- TRSUs: $750,000, vest in equal installments on April 1, 2025/2026/2027 .
- PRSUs: $750,000, cliff vest on April 1, 2027, subject to performance; forfeited if departure/termination for cause .
Equity Ownership & Alignment
| Ownership measure | Amount |
|---|---|
| Beneficial ownership (shares) | 159,349.80 shares; <1% of SO . |
| Unvested PRSUs (CEO) | Target 106,017; Max 159,026 . |
| Executive stock ownership guideline | CEO: 4x base salary; compliance measured annually; 5-year window to comply from 10/30/2019 or policy applicability . |
| Hedging/pledging | Prohibited for directors, officers, employees (incl. margin accounts) . |
| Clawback | 3-year mandatory recoupment for restatements; discretionary recovery for misconduct compromising security/stability/operation/reputation . |
Employment Terms
- Amended & Restated Employment Agreement (CEO): If terminated without cause/non-renewal or for good reason (as defined), severance equals 12 months base salary + CEO Annual Bonus Target + pro-rated target bonus for year of termination (paid over 12 months) and 12 months COBRA premiums .
- Change-in-Control: If terminated without cause or for good reason within 12 months post-CIC (or terminated within 90 days pre-CIC at acquirer’s request), severance equals 21 months base salary + 175% of Annual Target Bonus (paid over 21 months) .
- No excise tax gross-up; cut-back to avoid 280G excise tax if more favorable after-tax .
- Non-compete and non-solicit of customers/employees for longer of 12 months or severance period; confidentiality obligations .
- Equity plan uses double-trigger vesting post-CIC for unvested awards; acceleration upon certain terminations per award agreements .
Board Governance
- Director since June 2021; non-independent (as CEO) under Nasdaq rules .
- Board leadership: Independent Chair (Lynne P. Fox, designated by Workers United under Investor Rights Agreement), Lead Independent Director (Mark A. Finser) .
- Committee service: Executive Committee member; anticipated addition to Technology Advisory Council post-annual meeting .
- Meetings/attendance: Full Board met 7 times in 2024; all directors attended ≥75% of meetings/committees served .
- Director service compensation: CEO receives no additional compensation for director service; non-employee director compensation described separately .
- Workers United rights: Designates Chair; nominates directors based on voting power thresholds; requires certain committee roles; Trust Committee chaired by Workers United designee .
- CRF governance considerations: Brown is a trustee of the Consolidated Retirement Fund; supermajority (two-thirds disinterested directors) required for any withdrawal/ materially detrimental amendment to CRF participation .
Compensation & Governance Program Features
- Independent compensation consultant (Farient Advisors); assessed as independent; no conflicts; advises on CEO pay and program design .
- Say-on-Pay approval: 98.5% in prior year .
- Peer group and market positioning strategy; equity-heavy pay mix with at-risk pay; strong prohibition on hedging/pledging and enforceable clawback .
Company Performance (context for pay-for-performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($M) | 88.0 | 106.4 |
| Diluted EPS ($) | 2.86 | 3.44 |
| Net Interest Income ($M) | 261.3 | 282.4 |
| Non-interest Income ($M) | 29.3 | 33.2 |
| Core Net Income ($M) | 90.5 | 107.8 |
| Core Diluted EPS ($) | 2.94 | 3.48 |
| Efficiency Ratio (%) | 52.04 | 50.62 |
| Core Efficiency Ratio (%) | 51.33 | 50.33 |
| Deposits ($B) | — | +$0.169B to $7.2B |
| Loans ($B) | — | +$0.267B to $4.6B |
| Nonperforming Assets (% of assets) | — | 0.31% |
| 3-yr Avg TSR (%) | 28.2 (to 2023) | 27.6 (to 2024) |
Vesting Schedules and Potential Insider Selling Pressure
- April 1, 2024 special TRSUs vest Apr 1, 2025/2026/2027; PRSUs cliff vest Apr 1, 2027 (subject to performance), implying potential sale activity and tax-withholding around vest dates, subject to blackout windows/10b5-1 plans .
- 2024 LTIP TRSUs vest annually for 3 years from grant; PRSUs assessed through early 2027; awards accrue dividend equivalents payable upon vesting .
- Note: Company disclosed one late Form 4 for Brown (and others) in 2024 under Section 16(a), indicating at least one reported transaction; timing and size not detailed in proxy .
Director Compensation (for completeness)
- Non-employee directors receive cash retainers (Chair $150k; Lead Independent $70k; others $50k) and RSUs (~$50k grant-date value; one-year vest); committee retainers vary, with Audit Chair +$15k and other chairs +$10k; CEO receives no additional director pay .
Compensation Structure Analysis
- Year-over-year: CEO base increased 4% to $1.04M; AIP target 80%; FY24 earned 120% of target ($1.0M) on mixed corporate performance (earnings below target but efficiency and deposits beat) and strong individual rating .
- Equity mix: Balanced TRSUs/PRSUs; performance rigor includes relative TSR and Adjusted TBV, with caps on payout when absolute TSR negative—aligns payouts to shareholder returns .
- Retention: April 2024 special grants for CEO and two NEOs reflect discretionary retention emphasis during banking sector stress; forfeiture if voluntary departure/for cause .
- Governance protections: Double-trigger CIC on equity; clawback; ban on hedging/pledging; no excise gross-up (cut-back feature) .
Related Party Transactions and Red Flags
- Workers United governance rights (chair/designations) create structural influence over board composition and chair role .
- CRF trustee roles (including CEO) and board-level supermajority requirement for any CRF withdrawal mitigate conflicts via disinterested director voting, but interlocks warrant monitoring .
- Section 16(a) late filings (including one for CEO) represent a compliance footnote for 2024; company states inadvertent late filings .
Say-on-Pay & Shareholder Feedback
- FY24 say-on-pay support: 98.5%; program overseen by independent committee and consultant; ongoing investor engagement highlighted .
Expertise & Qualifications
- Deep marketing, strategy, IR, and integration experience across global financial institutions; prior trustee roles at TIAA indicate strong governance and investment oversight background .
Work History & Career Trajectory
- Progression from strategic marketing/IR roles to CEO positions and group executive leadership across banking and insurance; notable initiatives include stadium naming rights transactions, integration of acquired businesses, and building new profit centers and mutual funds platforms .
Compensation Committee Analysis
- Members (2024): Finser, Miller (Chair), Romasco; all independent under Nasdaq and Rule 10C-1; uses Farient Advisors for market data and design; delegated limited RSU grant authority for non-Section 16 recipients to CEO/CFO .
- Risk assessment conducted; committee concluded programs balanced risk/reward and do not encourage excessive risk-taking .
Investment Implications
- Alignment: Strong pay-for-performance architecture with PRSUs tied to rTSR and Adjusted TBV and AIP metrics linked to earnings, efficiency, deposits, and asset quality; clawback and hedging/pledging prohibitions enhance alignment .
- Retention and potential supply: Multiple vesting events in 2025–2027 (TRSUs; PRSUs cliff) suggest periodic tax-withholding sales; monitor blackout windows and potential 10b5-1 plans around April 1 and annual grant anniversaries .
- Change-in-control economics: 21 months salary + 175% target bonus could be meaningful in a transaction; double-trigger equity mitigates one-time acceleration risk, but overall CIC package is generous—consider in M&A scenarios .
- Governance considerations: CEO is not Chair; presence of Lead Independent Director and independent committees is positive, but Workers United’s designation rights and CRF interlocks merit ongoing governance monitoring .
- Performance backdrop: Improved profitability and efficiency in 2024 support incentive payouts; continued execution on deposit growth and asset quality will drive future PRSU realizations and TSR outcomes .